General Conditions of Sale
1. SCOPE OF APPLICATION
These General Terms and Conditions of Sale (hereinafter the “General Conditions”) will apply to all supplies of services performed by TRUSTiCERT Srl in favor of the Customer. Any special conditions and exceptions or changes to these General Conditions will be valid only if specifically agreed in writing between TRUSTiCERT Srl and the Customer. Any written and/or verbal commitments of agents, distributors and/or external collaborators of TRUSTiCERT Srl do not bind the latter if not expressly confirmed in writing by TRUSTiCERT Srl.
2. METHOD OF PERFORMANCE OF THE PERFORMANCE
The Customer undertakes to promptly and fully communicate the technical information required by TRUSTiCERT Srl where such data is necessary to achieve the objective identified in the offer. The Customer also undertakes not to interfere in the performance of the service, except for the possibility of a general control exclusively aimed at the need to coordinate the activity of TRUSTiCERT Srl with the general activity of the same Customer. It is therefore understood that TRUSTiCERT Srl will not be subjected to any technical-functional directive, nor to any disciplinary power on the part of the Customer which will limit itself to general indications, in harmony with the nature of the relationship in question, within its quality of Customer, and without prejudice to the direct application of art. 2224 Civil Code, first paragraph and analogue of the art. 1662 Civil Code. TRUSTiCERT Srl makes itself available with a view to assisting in full cooperation with the Customer using the highest industrial and professional standards. TRUSTiCERT Srl undertakes to guarantee exclusively the result object of the service, remaining free to organize its activity in full autonomy and without any bond of subordination. In carrying out its business TRUSTiCERT Srl is required to perform the contract in accordance with good faith pursuant to art. 1375 of the Civil Code.
It will always and in any case be the Customer’s responsibility to be able to obtain from his suppliers the information requested by TRUSTiCERT Srl, and any declarations of conformity of the materials purchased, as well as the composition and completeness of the components of the products. This remains valid both in quantitative and qualitative terms of the information as well as in terms of timing (established on the basis of any deadlines or priorities of any nature that are dictated by regulatory acts or by customer needs of any nature). In the event that the information requested by TRUSTiCERT Srl is supplied by the Customer that is not complete, distorted, partial, or in ways and terms that do not comply with those requested, TRUSTiCERT Srl and its collaborators are exonerated from any type of responsibility regardless of the nature of the cause of the action, including and not limited to strict liability, of the product (goods withdrawn, production stoppage, administrative penalties, civil and criminal liability arising from injury, etc.), liabilities of any kind, loss of business to the extent that the damages are not caused by a firm intention or gross negligence. It will always and in any case be the Customer’s responsibility to document the declarations of conformity required or required by the regulations. Should TRUSTiCERT request it, the Customer must defend TRUSTiCERT from any claim, request or liability.
Except in the case of gross negligence on the part of TRUSTiCERT, the Customer must, at any time, indemnify and hold TRUSTiCERT and its collaborators harmless from and against any claim and request arising from any claim, cause, sentence, demand, liability or damage to property of any type by anyone, caused in whole or in part by the Customer’s acts or omissions during performance of the service defined in the offer or any activity associated with it or relating to it including: costs, litigation costs, consultancy fees and all kinds of responsibilities. None of the parties can be held responsible for any delays or errors in the execution of any part of the offer to the extent that such delay or error is caused by natural disaster, strike, civil, governmental or military authority, or other causes beyond out of his control in the absence of fault or negligence of the delayed or defaulting party or its subcontractors.
4. AMOUNT DUE AND PAYMENT METHODS
The services will be invoiced at the price indicated in the relevant offer. All prices are in euros, excluding VAT, and any other service / goods not expressly specified. Any additional costs that may arise during the course of the work and not foreseeable at the time of the formalization of the offer will be presented from time to time by TRUSTiCERT Srl to the Customer with the greatest possible advance notice. The Customer will be free to accept or refuse the new proposal. Failure to do so by the Customer could release TRUSTiCERT from any obligation arising from acceptance of the offer. TRUSTiCERT Srl will issue a regular invoice. Failure to pay one or more invoices will be sufficient to release TRUSTiCERT Srl from all implicit and non-implicit obligations.
5. INTELLECTUAL PROPERTY AND DATA PROCESSING
It is understood that the skills developed, the know-how acquired, the files produced and the analytical procedures will remain the exclusive property of TRUSTiCERT Srl. Otherwise, the data obtained from laboratory analyzes relating to the Customer’s products will be the property of the Customer and will not be permitted use other than that indicated in the purpose of the contract unless otherwise expressed by the Customer. TRUSTiCERT Srl also undertakes not to disclose the aforementioned information to third parties other than those provided for the purpose of the offer, unless otherwise agreed with the Customer. It is always recommended by TRUSTiCERT the prior subscription of a secrecy agreement aimed at safeguarding the confidentiality of the industrial secrets communicated by the Customer.
It is a specific obligation of TRUSTiCERT Srl during the execution of the contract and even after the termination of said relationship for a period not less than three years, not to use the knowledge and experience gained to compete with the Customer, neither in-house nor through third parties nor even through a third party. This constraint was considered in the formulation of the cost of assistance.
TRUSTiCERT Srl authorizes the Customer to communicate his personal data to third parties in relation to obligations connected with the assistance relationship (Legislative Decree 196/2003).
For any eventuality not expressly provided for by this agreement, the laws of Italy will apply. Any disputes between the Customer and TRUSTiCERT arising from the implementation of the activities envisaged by the offer will be resolved by arbitration in accordance with the procedures established by Italian law and the Court of Milano will be deemed competent.